Common use of Parent Successor Clause in Contracts

Parent Successor. If the outstanding Common Stock is hereafter converted into or exchanged for all of the outstanding common stock of a corporation (“Parent Successor”) as part of a transaction (the “Transaction”) in which the Company becomes a wholly-owned subsidiary of Parent Successor, then (a) the obligations under this Agreement shall be assumed by Parent Successor and references in this Agreement to the Company shall thereafter generally be deemed to refer to Parent Successor, (b) common stock of Parent Successor shall be issued in lieu of Common Stock of the Company under this Agreement, (c) the performance measured pursuant to Section 2.1 of this Agreement shall be the greater of achievement of target performance or the achievement of actual performance at the time of the Change in Control, (d) employment by the Company for purposes of this Agreement shall include employment by either the Company or Parent Successor, and (e) the TSR Dividend Equivalent Performance Shares under Section 4 of this Agreement shall be based on dividends paid on the Common Stock prior to the Transaction and common stock of Parent Successor after the Transaction.

Parent Successor. If the outstanding Common Stock is hereafter converted into or exchanged for all of the outstanding common stock of a corporation (the “Parent Successor”) as part of a transaction (the “Transaction”) in which the Company becomes a wholly-owned subsidiary of Parent Successor, then (a) the obligations under this Agreement shall be assumed by Parent Successor and references in this Agreement to the Company shall thereafter generally be deemed to refer to Parent Successor, (b) common stock of Parent Successor shall be issued in lieu of Common Stock of the Company Stocks under this Agreement, (c) the performance measured pursuant to Section 2.1 of this Agreement shall be the greater of achievement of target continuous performance or the achievement of actual performance at the time of the Change in ControlCompany prior to the Transaction and Parent Successor after the Transaction, (d) employment by the Company for purposes of this Agreement shall include employment by either the Company or Parent Successor, and (e) the TSR Dividend Equivalent Performance Shares Cash Awards under Section 4 of this Agreement shall be based on dividends paid on the Common Stock common stock of the Company prior to the Transaction and common stock of Parent Successor after the Transaction.